Naked Brand Group Inc. Exhibit10.4 - Filed by newsfilecorp.com






NAKED BRAND GROUP,
INC. 

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS
(1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, (2) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR A BONA FIDE
PLEDGE OR CUSTODIAL ARRANGEMENT WITH RESPECT TO SUCH SECURITIES OR (3) AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS DELIVERED STATING
THAT SUCH REGISTRATION IS NOT REQUIRED. 

♦[IF WARRANT HOLDER IS CANADIAN, INCLUDE THE
FOLLOWING LEGEND: THE HOLDER OF THE SECURITIES REPRESENTED HEREBY
MUST NOT TRADE THE SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE
CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT
51-105 ISSUERS QUOTED IN THE U.S. OVER
THE COUNTER MARKETS ARE MET.] 

NAKED BRAND GROUP, INC.


WARRANTS TO PURCHASE
COMMON STOCK 



	WARRANT
      NO.                                          
    	 Warrants to Purchase up
      to                                    
      Shares of Common Stock, subject to adjustment 



     NAKED BRAND GROUP, INC. (THE
"COMPANY" OR THE "ISSUER"), A NEVADA CORPORATION, FOR VALUE RECEIVED, HEREBY
CERTIFIES THAT _____, OR ITS PERMITTED ASSIGNS, IS THE REGISTERED HOLDER (THE
"HOLDER") OF WARRANTS TO PURCHASE FROM THE ISSUER UP TO ____ SHARES (THE
"WARRANT SHARES") OF DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE (THE "COMMON
STOCK"), OF THE ISSUER AT A PRICE PER SHARE EQUAL TO THE WARRANT EXERCISE PRICE
(AS DEFINED HEREIN), SUBJECT TO THE TERMS, CONDITIONS AND ADJUSTMENTS SET FORTH
BELOW IN THIS WARRANT (THIS "WARRANT"). 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 1 





NAKED BRAND GROUP,
INC. 

TABLE OF CONTENTS 


	1.
      	Warrant
      	3
      
	2.
      	Reservation
      of Shares 	5
      
	3.
      	Transfer
      and Assignment 	5
      
	4.
      	Call
      Provision 	5
      
	5.
      	Taxes
      	6
      
	6.
      	Certain
      Adjustments 	6
      
	7.
      	Business
      Combinations 	6
      
	8.
      	Lost
      or Stolen Warrant 	7
      
	9.
      	Agent
      	7
      
	10.
      	Notice
      	7
      
	11.
      	Miscellaneous
      	7
      



Exhibit C - Form of Warrant to Purchase Common Stock

Page 2 





NAKED BRAND GROUP,
INC. 

    
1.      Warrant 

This Warrant has been issued pursuant to the subscription
agreement between the Company and the Holder (the “Subscription
Agreement”) and the Company’s Confidential Private Placement Memorandum
dated May 2, 2014 as amended and supplemented (the “Memorandum”) relating
to the Company’s offering (the “Offering”) of units (“Units”),
with each Unit consisting of a $25,000 convertible senior secured debenture (the
“Convertible Debenture”) and common stock purchase warrants to purchase
up to an aggregate of 166,667 shares of the Company’s Common Stock
(collectively, the “Warrant Shares”), and is subject to the terms and
conditions thereof. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Subscription Agreement. This
Warrant is one of a number of Warrants issued by the Company to the Holder and
to the other purchasers of Units in the Offering (the “Other
Purchasers”). 

         
1.1      Subject to the provisions of this
Warrant: 

                   
(a)      This Warrant
entitles the Holder to purchase at any time during the Warrant Term for the
Warrant Exercise Price the Warrant Shares, subject to adjustment as set forth
herein. 

                   
(b)      The "Warrant
Exercise Price" shall be $0.15 per Warrant Share. 

                   
(c)      The "Warrant
Term" shall mean from and after the date this Warrant is originally issued
until 5:00 p.m., Eastern time, five years thereafter. 

         
1.2      Exercise: 

(a)      Exercise of
Warrant. Exercise of the purchase rights represented by this Warrant may be
made, in whole or in part, at any time or times on or after the initial issuance
date and on or before the Warrant Term by delivery to the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of the Holder appearing on the books of the
Company) of a duly executed electronic mail of a notice of exercise form annexed
hereto as Exhibit 1 (“Warrant Notice”) and within three (3) Trading Days of the
date said Warrant Notice is delivered to the Company, the Company shall have
received payment of the aggregate Warrant Exercise Price of the Warrant Shares
thereby purchased by wire transfer or cashier’s check drawn on a United States
bank or, if available, pursuant to the cashless exercise procedure specified in
Section 1.2(b) below. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading
Days of the date the final Warrant Notice is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount
equal to the applicable number of Warrant Shares purchased. The Holder and the
Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Holder and any assignee, by acceptance of
this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof. 

(b)      Cashless
Exercise. If at any time after the six month anniversary of the date of the
final closing date of the offering, there is no effective registration statement
registering, or no current prospectus available for, the resale of the Warrant
Shares by the Holder, then this Warrant may also be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where: 

(A) = the VWAP on the Trading Day
immediately preceding the date on which Holder elects to exercise this Warrant
by means of a “cashless exercise,” as set forth in the applicable Warrant
Notice; 

(B) = the Exercise Price of this
Warrant, as adjusted hereunder; and 

(X) = the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the
terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise. 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 3 





NAKED BRAND GROUP,
INC. 

(c)      Mechanics of
Exercise.

          (i)      Delivery
of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be
transmitted by the transfer agent to the Holder by crediting the account of the
Holder’s prime broker with The Depository Trust Company through its Deposit or
Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in
such system and either (A) there is an effective registration statement
permitting the issuance of the Warrant Shares to or resale of the Warrant Shares
by the Holder or (B) the shares are eligible for resale by the Holder pursuant
to Rule 144, and otherwise by physical delivery to the address specified by the
Holder in the Warrant Notice by the date that is three (3) Trading Days after
the latest of (A) the delivery to the Company of the Warrant Notice and (B)
surrender of this Warrant (if required) (such date, the “Warrant Share Delivery
Date”). 

          (ii)      Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise.
In addition to any other rights available to the Holder, if after actual receipt
of an effective Warrant Notice the Company fails to cause the transfer agent to
transmit to the Holder the Warrant Shares pursuant to an exercise on or before
the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the
Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue times (2) the
price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss. 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 4 





NAKED BRAND GROUP,
INC. 

2.      Reservation
of Shares 

For so long as this Warrant has not been exercised in full, the
Issuer shall, at all times prior to the end of the Warrant Term, reserve and
keep available free from any pre-emptive rights that would reduce the number of
shares issuable to the Holder under this Warrant, out of its authorized but
unissued capital stock, the number of shares of Common Stock available for
exercise hereunder. In the event the number of issued shares of Common Stock
plus all other shares of Common Stock outstanding and otherwise reserved for
issuance exceeds the total authorized number of shares of Common Stock, the
Issuer shall promptly take all actions necessary to increase the authorized
number of shares of Common Stock, including causing its board of directors to
call a special meeting of stockholders and recommend such increase. 

3.      Transfer
and Assignment 

By accepting delivery of this Warrant, the Holder covenants and
agrees with the Issuer that the Warrant will not be sold or assigned, in whole
or in part, unless such sale or assignment complies with applicable federal,
state and foreign securities laws and the terms of this Warrant. Subject to
compliance with any applicable securities laws and the conditions set forth
hereof, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant duly executed by the Holder
or its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees, as applicable, and in the denomination or
denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to
the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company unless the Holder has assigned this Warrant in full, in
which case, the Holder shall surrender this Warrant to the Company within three
(3) Trading Days of the date the Holder delivers an assignment form to the
Company assigning this Warrant full. The Warrant, if properly assigned in
accordance herewith, may be exercised by a new holder for the purchase of
Warrant Shares without having a new Warrant issued.

4.      Call
Provision 

The Company has the right, beginning May __, 2014 (two years
from the initial closing), on thirty (30) days’ written notice (the “Call
Notice”), to require the Holder to exercise the Warrants (the “Right of
Call”), so long as the Closing Price (described below) exceeds $0.40 per
share subject to adjustment for at least twenty (20) consecutive trading days,
such Call Notice is issued within forty-five (45) Trading Days thereafter and
through such Call Notice period a registration statement is in effect and a
current prospectus is available covering the Warrant Shares . The Warrants will
terminate on the date that is thirty (30) days from the date of the Call Notice
in the event that the Holder has not exercised the Warrants in accordance with
the terms of the Call Notice by such date and the provision of this Section 4
have been complied with in all respects.

The Closing Price of the common stock of any date of
determination means: (a) the Closing Price for the regular trading session
(without considering after hours or trading outside regular trading session
hours) of the common stock (regular way) as reported in the composite
transactions for the principal United States securities exchange in which the
common stock is so listed on that date (or, if no Closing Price is reported),
(a) the last reported sale price during that trading session or, (b) if the
common stock is not so listed, the last reported sale price for the common stock
on the over the counter market and reported by the OTC Markets, or similar
organization, or (c) if the common stock is not so quoted the average midpoint
of the last bid and asking price for the common stock of at least three (3)
nationally recognized investment banking firms of the Company selects for that
purpose. 

5.      Taxes


The Issuer will pay all documentary stamp taxes (if any)
attributable to the issuance of the Warrant Shares; provided, however, that the
Issuer shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the registration of the Warrant or any
certificates for the Warrant Shares in a name other than that of the Holder of
the Warrant surrendered upon the exercise of the Warrant, and the Issuer shall
not be required to issue or deliver a Warrant evidencing rights thereunder or
certificates for the Warrant Shares unless or until the person or persons
requesting the issuance thereof shall have paid to the Issuer the amount of such
tax or shall have established to the reasonable satisfaction of the Issuer that
such tax has been paid. 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 5 





NAKED BRAND GROUP,
INC. 

6.     
Certain Adjustments 

6.1      In the event that the Company
shall (a) issue additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding Common
Stock, or (c) combine its outstanding Common Stock into a smaller number of
shares, then, in each such event, the Warrant Exercise Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Warrant Exercise Price by a fraction, (i) the numerator of which shall be
the number of shares outstanding immediately prior to such event and (ii)the
denominator of which shall be the number of shares outstanding immediately after
such event, and the product so obtained shall thereafter be the Warrant Exercise
Price then in effect. The Warrant Exercise Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or
events described herein in this section 6.1. The number of Warrant Shares that
the Holder of this Warrant shall thereafter, on the exercise hereof be entitled
to receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
section) be issuable on such exercise by a fraction of which (a) the numerator
is the Warrant Exercise Price that would otherwise (but for the provisions of
this Section) be in effect, and (b) the denominator is the Warrant Exercise
Price in effect on the date of such exercise. 

6.2      No adjustment shall be made
under this Warrant in the event the Issuer issues Common Stock or securities
convertible into Common Stock at a purchase price, exercise price or conversion
price that is less than the Warrant Exercise Price. 

7.     
Business Combinations 

In case the Issuer on or after the date hereof is party to any
(a) acquisition of the Issuer by means of merger or other form of corporate
reorganization in which outstanding shares of the Issuer are exchanged for
securities or other consideration issued, or caused to be issued, by the
Acquiring Person, ( as defined herein), or its Parent, (as defined herein),
Subsidiary, (as defined herein) , or affiliate, (b) a sale of all or
substantially all of the assets of the Issuer (on a consolidated basis) in a
single transaction or series of related transactions, (c) any other transaction
or series of related transactions by the Issuer or relating to the Common Stock
(including without limitation, any stock purchase or tender or exchange offer)
in which the power to cast the majority of the eligible votes at a meeting of
the Issuer's stockholders at which directors are elected is transferred to a
single entity or group acting in concert, or (d) a capital reorganization or
reclassification of the Common Stock or other securities (other than a
reorganization or reclassification in which the Common Stock or other securities
are not converted into or exchanged for cash or other property, and, immediately
after consummation of such transaction, the stockholders of the Issuer
immediately prior to such transaction own the Common Stock, other securities or
other voting stock of the Issuer in substantially the same proportions relative
to each other as such stockholders owned immediately prior to such transaction),
then, and in the case of each such transaction (each of which is referred to
herein as "Change in Control"), proper provision shall be made so that,
at the option of the Acquiring Person and upon fifteen (15) days’ prior written
notice to the Issuer and the Holder prior to the consummation of the Change of
Control, either (i) the Acquiring Person expressly agrees to assume all of the
Issuer’s obligations under the Warrant or (ii) the Holder has fifteen (15) days
in which to exercise its rights under the Warrant. If Holder does not exercise
its rights during such fifteen (15) day period, all rights under the Warrant
shall terminate and the Warrant shall be of no further force and effect. The
Issuer, to the extent feasible, shall provide the Holder with thirty (30) days’
prior written notice of the consummation of any Change of Control. Subject to
the foregoing, on or before the closing date under the agreement entered into
with an Acquiring Person resulting in a Change in Control, the Issuer, if
applicable, shall deliver to the Holder written notice that the Acquiring Person
has assumed such obligations. "Acquiring Person" means, in connection
with any Change in Control, (i) the continuing or surviving corporation of a
consolidation or merger with the Issuer (if other than the Issuer), (ii) the
transferee of all or substantially all of the properties or assets of the
Issuer, (iii) the corporation consolidating with or merging into the Issuer in a
consolidation or merger in connection with which the Common Stock is changed
into or exchanged for stock or other securities of any other Person or cash or
any other property, (iv) the entity or group (other than Holder or any of its
affiliates) acting in concert acquiring or possessing the power to cast the
majority of the eligible votes at a meeting of the Issuer 's stockholders at
which directors are elected, or, (v) in the case of a capital reorganization or
reclassification, the Issuer, or (vi) at the Holder's election, any Person that
(A) controls the Acquiring Person directly or indirectly through one or more
intermediaries, (B) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K (if such Person is required to file such a report) or would be
required to so include the Acquiring Person in such Person's consolidated
financial statements if they were prepared in accordance with U.S. GAAP and (C)
is not itself included in the consolidated financial statements of any other
Person (other than its consolidated subsidiaries). "Parent" shall mean
any corporation (other than the Acquiring Person) in an unbroken chain of
corporations ending with the Acquiring Person, provided each corporation in the
unbroken chain (other than the Acquiring Person) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. "Subsidiary" shall mean any corporation at least 50% of whose
outstanding voting stock shall at the time be owned directly or indirectly by
the Acquiring Person or by one or more Subsidiaries. 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 6 





NAKED BRAND GROUP,
INC. 

8.      Lost or
Stolen Warrant 

In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Issuer may in its discretion issue in exchange and substitution
for and upon cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor, but only upon receipt of evidence reasonably satisfactory to the Issuer
of such loss, theft or destruction of such Warrant. Applicants for a substitute
Warrant shall also comply with such other reasonable regulations and pay such
other reasonable charges as the Issuer may prescribe. 

9.      Agent


The Issuer (and any successor) shall at all times maintain a
register of the holders of the Warrants. 

10.     Notice


Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (a) the date of transmission, if
such notice or communication is delivered via electronic mail set forth on the
signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on
a Business Day, (b) the next Business Day after the date of transmission, if
such notice or communication is delivered via electronic mail at the address set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd) Business Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to
whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached to the
Subscription Agreement. 

11.     
Miscellaneous. 

11.1      By its acceptance
of this Warrant, the Holder agrees that all of the terms, provisions, and
conditions hereof shall be construed in accordance with and governed by the laws
of the State of New York, without giving effect to its conflict of laws
principles. Any dispute arising out of or in connection with this Warrant shall
be exclusively adjudicated before a court located in the County of New York and
the parties hereto exclusively submit to the exclusive jurisdiction and venue of
the federal and state courts of the State of New York located in the County of
New York with respect to any action or legal proceeding commenced by any party,
and irrevocably waive any objection they now or hereafter may have respecting
the venue of any action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum and the Holder consents to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in care of the address set forth
below or such other address as the Holder shall furnish in writing to the
Company. 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 7 





NAKED BRAND GROUP,
INC. 

11.2      Any and all
remedies set forth in this Warrant: (i) shall be in addition to any and all
other remedies the Holder or the Issuer may have at law or in equity, (ii) shall
be cumulative, and (iii) may be pursued successively or concurrently as each of
Holder and the Issuer may elect. The exercise of any remedy by the Holder or the
Issuer shall not be deemed an election of remedies or preclude the Holder or the
Issuer, respectively, from exercising any other remedies in the future.

11.3      For purposes of
this Warrant, except as otherwise expressly provided or unless the context
otherwise requires: (i) the terms defined in this Warrant have the meanings
assigned to them in this Warrant and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other gender and
neuter gender of such term; (ii) accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with U.S. GAAP; (iii)
references herein to "Articles", "Sections", "Subsections", "Paragraphs" and
other subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this Warrant, unless
the context shall otherwise require; (iv) a reference to a Subsection without
further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply
to Paragraphs and other subdivisions; (v) the words "herein", "hereof",
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular provision; (vi) the term "include" or "including"
shall mean without limitation; (vii) any agreement, instrument or statute
defined or referred to herein means such agreement, instrument or statute as
from time to time amended, modified or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statues and references to all attachments
thereto and instruments incorporated therein; and (viii) references to a Person
are also to its permitted successors and assigns and, in the case of an
individual, to his or her heirs and estate, as applicable. 

11.4      If any term or
other provision of this Warrant is invalid, illegal or incapable of being
enforced by any rule of law or public policy all other conditions and provisions
of this Warrant shall nevertheless remain in full force and effect. If the final
judgment of a court of competent jurisdiction or other authority declares that
any term or provision hereof is invalid, void or unenforceable, the undersigned
agrees that the court making such determination shall have the power to reduce
the scope, duration, area or applicability of the term or provision, to delete
specific words or phrases, or to replace any invalid, void or unenforceable term
or provision with a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Issuer shall negotiate in
good faith to modify this Warrant so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible. 

11.5      All dollar ($)
amounts set forth herein refer to United States dollars. All payments hereunder
and there under will be made in lawful currency of the United States of America.


11.6      The Issuer may
not assign its obligations under this Warrant other than by operation of law or
in connection with a merger or sale of all or substantially all of the Issuer's
assets or stock or a Change in Control of the Issuer. Subject to the terms
hereof and any limitations imposed under applicable law, Holder may assign,
pledge, hypothecate or transfer any of the rights and associated obligations
contemplated by this Warrant, in whole or in part, at its sole discretion
(including, but not limited to, assignments, pledges, hypothecations and
transfers in connection with hedging transactions with respect to this Warrant).


11.7      The Warrant
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act and, except to the extent provided in the Registration Rights
Agreement of even date herewith by and between the Issuer, the Holder and the
Other Purchasers, the Issuer has not undertaken to so register the Warrant
Shares. Unless so registered, the certificates evidencing the Warrant Shares
will bear a legend restricting their transferability absent registration under
the Securities Act or the availability of an applicable exemption from such
registration.

Exhibit C - Form of Warrant to Purchase Common Stock

Page 8 





NAKED BRAND GROUP,
INC. 

     This Warrant shall not be valid unless
signed by the Issuer. 

Exhibit C - Form of Warrant to Purchase Common Stock

Page 9 





NAKED BRAND GROUP, INC. 

IN WITNESS WHEREOF, the Issuer has caused this Warrant to
Purchase Common Stock to be signed by its duly authorized officer. 

DATED: _________________________


NAKED BRAND GROUP, INC. 


	BY: _____________________________________
	 
	__________________________, 
	AS 
	_________________________________ 
	FACSIMILE NO:
      ___________________________



Exhibit C - Form of Warrant to Purchase Common Stock

Page 10 





NAKED BRAND GROUP, INC. 

EXHIBIT 1 

FORM OF WARRANT NOTICE 
To Be Completed and
Executed Upon Exercise of Warrant 

DATED: _________________


NAKED BRAND GROUP, INC. 
2-34346 MANUFACTURER’S WAY, #2

ABBOTSFORD, B.C. U237MI 

ATTENTION: PRESIDENT 

RE:
EXERCISE OF WARRANT 


Ladies and Gentlemen: 

The undersigned, pursuant to the provisions set forth in the
attached Warrant, hereby irrevocably elects to purchase _____________Warrant
Shares (as defined in the Warrant), and the undersigned herewith makes payment
of the full purchase price for such Warrant Shares at the price per share
provided for in such Warrant, (a) which is a total amount of $___________or (b)
if permitted, the cancellation of such number of Warrant Shares as is necessary,
in accordance with the formula set forth in Section 1.2(b), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in Section 1.2(b) . Such
cash payment is being made via wire transfer or certified check in lawful money
of the United States. 

The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to 
____________________________________________________________________________________________________
whose address is 
___________________________________________________________________________________________________________________________________________________________________________________.


The undersigned represents and warrants that the
representations and warranties of the undersigned in Section D of the
Subscription Agreement executed by the undersigned are true and accurate with
respect to the undersigned on the date hereof. 

The undersigned represents and warrants that all offers and
sales by the undersigned of the Warrant Shares issuable upon exercise of the
within Warrant shall be made pursuant to registration under the Securities Act,
or pursuant to an exemption from registration under the Securities Act. 

	Dated:
      _________________________________________________________	
	 	 
	 	 
	
	(Signature(s) must conform to name(s)
      of the Holder(s) as specified on the face of the Warrant.) 


	 	 
	 	 
	 	 
	 	 
	 	(Complete Address of Holder(s) of the Warrant)